Disney, 21st Century Fox announce final results of tender offers

By Sarah Lizee

Olympia, Wash., Oct. 1 – Walt Disney Co. and its indirect subsidiary 21st Century Fox America, Inc. announced the final results of the cash tender offers to purchase up to $4 billion of Disney notes and any and all outstanding debt securities of 21st Century on Tuesday.

The offers expired at 11:59 p.m. ET on Sept. 30.

Disney said it has accepted the following tendered notes for purchase, with the notes listed in order of acceptance priority level and the total considerations listed per $1,000 principal amount:

• $16,463,000 of the $93,881,000 8.25% notes due 2096, priced using the 2.875% Treasury due May 15, 2049 plus 190 basis points for a total consideration of $1,933.49;

• $20,703,000 of the $114,658,000 7.9% notes due 2095, priced using the 2.875% Treasury due May 15, 2049 plus 190 bps for a total consideration of $1,851.81;

• $264.52 million of the $589,505,000 7.75% notes due 2045, priced using the 2.875% Treasury due May 15, 2049 plus 120 bps for a total consideration of $1,730.06;

• $856,786,000 of the $1,488,657,000 6.15% notes due 2041, priced using the 2.875% Treasury due May 15, 2049 plus 95 bps for a total consideration of $1,448.72;

• $59,217,000 of the $299,003,000 8.15% notes due 2036, priced using the 2.875% Treasury due May 15, 2049 plus 105 bps for a total consideration of $1,623.99;

• $185,851,000 of the $297,134,000 7.85% notes due 2039, priced using the 2.875% Treasury due May 15, 2049 plus 105 bps for a total consideration of $1,643.35;

• $93,455,000 of the $234,684,000 6.75% notes due 2038, priced using the 2.875% Treasury due May 15, 2049 plus 95 bps for a total consideration of $1,483.59;

• $351,699,000 of the $588,117,000 6.9% notes due 2039, priced using the 2.875% Treasury due May 15, 2049 plus 90 bps for a total consideration of $1,545.56;

• $668,375,000 of the $990,309,000 6.15% notes due 2037, priced using the 2.875% Treasury due May 15, 2049 plus 80 bps for a total consideration of $1,412.06; and

• $142,237,000 of the $1,115,433,000 6.4% notes due 2035, priced using the 2.875% Treasury due May 15, 2049 plus 75 bps for a total consideration of $1,429.71.

By the early deadline, the company had received tenders for $602,014,000 of the 6.4% notes due 2035, which were accepted with a proration factor of 23.6%. All of the tenders of higher priority notes were accepted.

Disney also received the following tenders for notes covered by the offer by the early deadline but did not accept any of those tenders due to the cap having been exceeded:

• $725,619,000 of the $1,234,237,000 6.65% notes due 2037;

• $346,023,000 of the $683,836,000 5.4% notes due 2043; and

• $79,651,000 of the $194,866,000 8.45% notes due 2034.

The cap for the Disney notes was lifted from $1.75 billion previously.

The Disney notes that were tendered and accepted have a weighted average coupon of 6.633% and are notes that were issued by Disney in exchange for outstanding notes issued by 21st Century Fox.

The following tenders were accepted in 21st Century’s any-and-all tender offer with the total considerations listed per $1,000 principal amount:

• $5,557,000 of the $29,018,000 5.65% senior notes due 2020, with pricing set using the 1.75% Treasury due July 13, 2021 plus 55 bps for a total consideration of $1,029.65;

• $87,114,000 of the $136,676,000 4.5% senior notes due 2021, with pricing set using the 1.75% Treasury due July 13, 2021 plus 35 bps for a total consideration of $1,032.71;

• $42,294,000 of the $78,176,000 3% senior notes due 2022, with pricing set using the 1.5% Treasury due Aug. 15, 2022 plus 35 bps for a total consideration of $1,026.96;

• $8,293,000 of the $51,596,000 8.875% senior debentures due 2023, with pricing set using the 1.75% Treasury due July 31, 2024 plus 80 bps for a total consideration of $1,218.80;

• $4,369,000 of the $15,156,000 4% senior notes due 2023, with pricing set using the 1.75% Treasury due July 31, 2024 plus 70 bps for a total consideration of $1,061.55;

• $1,182,000 of the $13,671,000 7.75% senior debentures due January 2024, with pricing set using the 1.75% Treasury due July 31, 2024 plus 90 bps for a total consideration of $1,210.38;

• $196,000 of the $21,888,000 7.75% senior debentures due February 2024, with pricing set using the 1.75% Treasury due July 31, 2024 plus 85 bps for a total consideration of $1,214.09;

• $97,000 of the $7,255,000 9.5% senior debentures due 2024, with pricing set using the 1.75% Treasury due July 31, 2024 plus 85 bps for a total consideration of $1,314.06;

• $14,742,000 of the $22,684,000 3.7% senior notes due 2024, with pricing set using the 1.75% Treasury due July 31, 2024 plus 50 bps for a total consideration of $1,067.63;

• $1,486,000 of the $13,758,000 8.5% senior debentures due 2025, with pricing set using the 1.75% Treasury due July 31, 2024 plus 85 bps for a total consideration of $1,300.46;

• $3.88 million of the $7,702,000 3.7% senior notes due 2025, with pricing set using the 1.75% Treasury due July 31, 2024 plus 65 bps for a total consideration of $1,073.61;

• $3.5 million of the $11,916,000 7.7% senior debentures due 2025, with pricing set using the 1.75% Treasury due July 31, 2024 plus 90 bps for a total consideration of $1,287.24;

• $4,533,000 of the $10,501,000 7.43% senior debentures due 2026, with pricing set using the 1.625% Treasury due Aug. 15, 2029 plus 95 bps for a total consideration of $1,296.11;

• $11,788,000 of the $13.66 million 3.375% senior notes due 2026, with pricing set using the 1.625% Treasury due Aug. 15, 2029 plus 55 bps for a total consideration of $1,063.76;

• $598,000 of the $5,875,000 7.125% senior debentures due 2028, with pricing set using the 1.625% Treasury due Aug. 15, 2029 plus 95 bps for a total consideration of $1,329.78;

• $409,000 of the $4,418,000 7.3% senior debentures due 2028, with pricing set using the 1.625% Treasury due Aug. 15, 2029 plus 95 bps for a total consideration of $1,345.18;

• $330,000 of the $4.9 million 7.28% senior debentures due 2028, with pricing set using the 1.625% Treasury due Aug. 15, 2029 plus 100 bps for a total consideration of $1,344.88;

• $4,968,000 of the $12,211,000 7.625% senior debentures due 2028, with pricing set using the 1.625% Treasury due Aug. 15, 2029 plus 95 bps for a total consideration of $1,391.95;

• $1.53 million of the $7,653,000 6.55% senior notes due 2033, with pricing set using the 1.625% Treasury due Aug. 15, 2029 plus 110 bps for a total consideration of $1,402.53;

• $207,000 of the $5,134,000 8.45% senior debentures due 2034, with pricing set using the 1.625% Treasury due Aug. 15, 2029 plus 115 bps for a total consideration of $1,654.97;

• $13,414,000 of the $15,778,000 6.2% senior notes due 2034, with pricing set using the 1.625% Treasury due Aug. 15, 2029 plus 115 bps for a total consideration of $1,393.74;

• $6,279,000 of the $34,567,000 6.4% senior notes due 2035, with pricing set using the 2.875% Treasury due May 15, 2049 plus 75 bps for a total consideration of $1,429.71;

• $360,000 of the $997,000 8.15% senior debentures due 2036, with pricing set using the 2.875% Treasury due May 15, 2049 plus 105 bps for a total consideration of $1,623.99;

• $7,496,000 of the $9,691,000 6.15% senior notes due 2037, with pricing set using the 2.875% Treasury due May 15, 2049 plus 80 bps for a total consideration of $1,412.06;

• $4,492,000 of the $15,763,000 6.65% senior notes due 2037, with pricing set using the 2.875% Treasury due May 15, 2049 plus 80 bps for a total consideration of $1,493.64;

• $2,761,000 of the $14,056,000 6.75% senior debentures due 2038, with pricing set using the 2.875% Treasury due May 15, 2049 plus 95 bps for a total consideration of $1,483.59;

• $30,000 of the $2,866,000 7.85% senior notes due 2039, with pricing set using the 2.875% Treasury due May 15, 2049 plus 105 bps for a total consideration of $1,643.35;

• $191,000 of the $11,883,000 6.9% senior notes due 2039, with pricing set using the 2.875% Treasury due May 15, 2049 plus 90 bps for a total consideration of $1,545.56;

• $10,078,000 of the $11,343,000 6.15% senior notes due 2041, with pricing set using the 2.875% Treasury due May 15, 2049 plus 95 bps for a total consideration of $1,448.72;

• $10,233,000 of the $16,164,000 5.4% senior notes due 2043, with pricing set using the 2.875% Treasury due May 15, 2049 plus 90 bps for a total consideration of $1,371.07;

• $4,598,000 of the $11,276,000 4.75% senior notes due 2044, with pricing set using the 2.875% Treasury due May 15, 2049 plus 90 bps for a total consideration of $1,265.73;

• $585,000 of the $699,000 4.95% senior notes due 2045, with pricing set using the 2.875% Treasury due May 15, 2049 plus 90 bps for a total consideration of $1,308.20;

• $1,618,000 of the $10,495,000 7.75% senior debentures due 2045, with pricing set using the 2.875% Treasury due May 15, 2049 plus 120 bps for a total consideration of $1,730.06;

• $25,000 of the $108,000 4.75% senior notes due 2046, with pricing set using the 2.875% Treasury due May 15, 2049 plus 90 bps for a total consideration of $1,280.76;

• $482,000 of the $35,342,000 7.9% senior debentures due 2095, with pricing set using the 2.875% Treasury due May 15, 2049 plus 190 bps for a total consideration of $1,851.81; and

• $4.02 million of the $6,119,000 8.25% senior debentures due 2096, with pricing set using the 2.875% Treasury due May 15, 2049 plus 190 bps for a total consideration of $1,933.49.

The 21st Century Fox notes that were tendered and accepted have a weighted average coupon of 4.961% and are notes that remained outstanding following the exchange offers completed in connection with Disney’s acquisition of TFCF Corp., formerly Twenty-First Century Fox, Inc.

The tender offers were subject to certain conditions, including Disney receiving net proceeds of at least $2 billion from an offering of notes. All of the conditions had been satisfied by the early tender date.

In order to receive the applicable total consideration, which includes an early tender premium of $30 per $1,000 of notes, holders had to validly tender and not validly withdraw their notes before the early tender deadline. Holders who tender their notes after the early tender deadline will not receive the early tender premium.

Pricing was set at 10 a.m. ET on Sept. 17.

Holders will also receive accrued interest up to but not including the applicable settlement date.

Early settlement was Sept. 18, and final settlement is expected for Oct. 3.

Tendered notes may not have been withdrawn after the early tender deadline.

The offer was announced on Sept. 3.

Citigroup Global Markets Inc. (800 831-9146 or prospectus@citi.com), J.P. Morgan Securities LLC (866 834-4666 toll-free, 212 834-4533 collect), BNP Paribas Securities Corp., HSBC Securities (USA) Inc. and RBC Capital Markets, LLC are acting as dealer managers, with Citi and JPMorgan the lead dealer managers, and Global Bondholder Services Corp. (866 470-3900 toll free, 212 430-3774 for banks and brokers or contact@gbsc-usa.com) is acting as the tender agent and information agent.

Walt Disney is a Burbank, Calif.-based entertainment and media company.

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